M/S Sheela Foam Private Limited vs ----
2012 Latest Caselaw 6741 Del

32
*     IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                      Date of Judgment:26.11.2012

+                     Co.Appl.(M) No. 180 of 2012

IN THE MATTER OF:

M/s Sheela Foam Private Limited        ... Transferee/Petitioner No.1

SNB Bedding International Pvt. Ltd     ...Transferor No.1/Petitioner
                                          No.2

M/s Starlite India Private Limited      ... Transferor No.2/Petitioner
                                          No.3

M/s RG Pillow (India) Private Limited ... Transferor No.3/Petitioner
                                        No.4

M/s Kanpav Overseas Private Limited ... Transferor No.4/Petitioner
                                      No.5

M/s Auora Foams Private Limited        ... Transferor No.5/Petitioner
                                          No.6

                      Through:        Ms. Gurkamal Hora Arora,
                                      Advocate.

      CORAM:
      HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This is a first motion Application under Sections 391 & 394 of the

Companies Act, 1956 (for short 'Act'), in connection with the Scheme of

Amalgamation (for short 'Scheme'). A copy of the Scheme is filed along

with the Application.

2. It is stated that the registered offices of the Applicant Companies

(Transferor Companies No. 1 to 5 as well as Transferee) are situated

within the National Capital Territory of Delhi and within the jurisdiction

of this Court.

3. Learned counsel for the Applicant Companies submits that no

proceeding under Sections 235 to 251 of the Act is pending against the

Applicant Companies as on the date of the present Application.

4. The proposed Scheme has been approved by the Board of

Directors of Applicant Companies.

5. Status of the Shareholders, Secured and Un-secured Creditors of

the Applicant Companies and the consents obtained from them for the

proposed Scheme is clearly apparent from the chart given in the

application which is as below:-

Transferee Transferor Transferor Transferor Transferor Transferor

Company Company Company Company Company

shareholders Page 228 Page 328 Page 366 Page 411 Page 458 Page 511

Consent given All All All All All All

Page Number Page. 570-586 Page. 587- Page. 590- Page. 595- Page. 599- Page. 605-

Number of Secured 13                 Nil          Nil          Nil           Nil          Nil
Creditors
                  Page.230           Page.330     Page. 368    Page.413      Page 461     Page 513



Consent Given        Nil (meeting    N.A.         N.A.         N.A           N.A          N.A
                     sought)

Page Number          N.A.            --           --           --            --           --


secured creditors
                  Page.231-265       Page. 331    Page. 369    Page.414      Page.460     Page 514



Consent given        Nil (meeting    All          All          All           N.A          All
                     sought)

Page Number          N.A.            617-618      619-620      621-622       -            623-635


CA certificates

6. A prayer has been made for dispensation of the requirement of

convening meetings of Shareholders, Secured Creditors and Un-secured

Creditors of Transferor Companies No.1 to 5 and shareholders of the

Transferee Company.

7. In view of the above chart, the requirement of convening

meetings of Shareholders, Secured Creditors and Un-secured Creditors

of the Transferor Companies No.1 to 5 and shareholders of Transferee

Company is dispensed with.

8. However, as no consents have been filed on record on behalf of

Secured Creditors and Unsecured Creditors of the Transferee Company,

their meetings are directed to be convened and held on 12.01.2013 at

Indian Habitat Centre, Lodhi Road, New Delhi-110003 at 2.00 P.M. and

4.00 P.M. respectively.

9. Mr.Amit Mahajan, Advocate, Cell No.9811191920 is appointed

as the Chairperson and Mr.Suvinder Singh, Advocate Cell

No.9810340129 is appointed as the Alternate Chairperson for the

meeting of Secured Creditors of the Transferee Company. They would

be paid a fee of Rs.50,000/- each. Mr.Shekhar, Cell No.9654435560

and Mr.Ravi John, Cell No.9958903079 shall provide secretarial

assistance to the Chairperson and the Alternate Chairperson. They shall

be paid a fee of Rs.10,000/- each for this purpose.

10. Mrs. Sureksha Luthra, Officer of the Court, Cell No.9910390944

is appointed as the Chairperson and Mr.R.K.Gupta, Officer of the Court,

Cell No.9871890458 is appointed as the Alternate Chairperson for the

meeting of Unsecured Creditors of the Transferee Company. They

would be paid a fee of Rs.50,000/- each. Ms.Sunita, Cell

No.9717698876 and Mr.Yelder Kumar, Court Official, Cell

No.8860719676 shall provide secretarial assistance to the Chairperson

and the Alternate Chairperson. They shall be paid a fee of Rs.10,000/-

each for this purpose.

11. The quorum of the meeting of Secured Creditors of the Transferee

Company shall be 15% in value and quorum of the meeting of the

Unsecured Creditors of the Transferee Company shall be 15% in value.

12. In case the quorum as noted above for the above meetings is not

present at the meetings, then the meetings shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed

form duly signed by the person entitled to attend and vote at the

meetings is filed with the Registered Office of the Applicant Company

at least 48 hours before the meetings. The Chairpersons and Alternate

Chairpersons shall ensure that the proxy register is properly maintained.

13. The Chairpersons and Alternate Chairpersons shall ensure that

notice convening the aforesaid meetings of the Transferee Company,

along with the copies of the Scheme and statement under Section 393 of

the Act, is sent to the Secured Creditors/Unsecured Creditors of the

Transferee Company by ordinary post at least 21 days before the date

appointed for the meetings, in their presence or in the presence of their

authorized representatives. Notice of the meetings shall also be

published in the Delhi edition of the newspapers, "Indian Express"

(English) and "Jansatta" (Hindi) in terms of the Companies (Court)

Rules, 1959, at least 21 days before the date appointed for the meetings.

14. The Chairpersons and Alternate Chairpersons appointed for the

meetings will be at liberty to issue suitable directions to the management

of the Transferee Company so that the aforesaid meetings are conducted

in a just, free and fair manner.

15. The Chairpersons/Alternate Chairpersons will file their reports

within two weeks from the date of the aforesaid meetings.

16. Insofar as the Creditors in respect of all the Transferor companies

and Transferee Company are concerned, the Applicant Companies have

placed on record the certificates of Chartered Accountants of all the

Applicant Companies.

17. The Application stands allowed in the aforesaid terms.

18. Order dasti.

INDERMEET KAUR, J NOVEMBER 26, 2012 nandan